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Palos Verdes Peninsula Transit Authority - FY2021-040 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF RANCHO PALOS VERDES AND THE PALOS VERDES PENINSULA TRANSIT AUTHORITY THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into on 0\01k 1 , 2021, by and between the CITY OF RANCHO PALOS VERDE'S, a California municipal corporation ("City"), and the PALOS VERDES PENINSULA TRANSIT AUTHORITY, a California joint powers authority ("PVPTA") City and PVPTA may be referred to, individually or collectively, as "Party" or "Parties " RECITALS A The City has an extensive network of trails and open space areas, including the 1,400 acre Palos Verdes Nature Preserve ("Preserve") The City has experienced challenges managing the large number of visitors wishing to use the open space areas and trails, and some communities have been negatively impacted by the parking, crowds, and noise generated thereby B The City seeks to alleviate the negative parking impacts, in part, by establishing a shuttle bus system to pick up visitors at designated parking areas and drop them off at major access points to the Preserve C The PVPTA operates a municipal transit system and has agreed to operate a shuttle bus system for visitors wishing to use the open space areas and trails in accordance with the terms described herein ("Shuttle Services") D The annual cost for the Shuttle Services is $80,000 The City desires to engage a 3-month "pilot" program for the Shuttle Services at a cost of $20,000 At the end of the 3-month "pilot" program, the City may, in its sole discretion, extend the term of the Shuttle Services for 9 months at an additional cost of $60,000 AGREEMENT NOW, THEREFORE, in consideration of the mutual benefits to be derived by the Parties, and of the promises contained in this MOU, the Parties agree as follows 1 Recitals The recitals set forth above are incorporated into this MOU 2 Purpose The purpose of this MOU is to establish an understanding of each Party's responsibilities for the Shuttle Services 3 Voluntary This MOU is voluntarily entered into for the implementation and operation of the Shuttle Services 01203 0006/695436 4 1 RPV- PVPTA MOU 4 Term This MOU shall remain in effect for one (1) year from the date of full execution This MOU may be renewed by mutual agreement of the Parties, unless the City terminates the MOU following the pilot program period 5 Responsibilities of the Parties 5 1 PVPTA PVPTA agrees to do the following (a) Provide the necessary vehicles and personnel to operate the Shuttle Services (b) Operate Shuttle Services on Fridays, Saturdays, Sundays and holidays Shuttle Services shall include both (1) picking up visitors at designated parking areas and dropping them off at major access points to the Preserve, and (2) picking up visitors at major access points to the Preserve and dropping them off at designated parking areas (c) Work in cooperation with the City on logistics for the Shuttle Services, including pick-up and drop-off locations, scheduling, and hours of operation (d) Provide Workers Compensation and liability insurance to cover shuttle drivers and related personnel 5 2 City City agrees to do the following (a) Pay a total cost not to exceed $20,000 (Twenty Thousand Dollars) for the initial 3-month "pilot" program for the Shuttle Services At the end of the 3-month "pilot" program, the City may, in its sole discretion, extend the term of the Shuttle Services for nine (9) additional months for an additional cost of $60,000 (Sixty Thousand Dollars) The total annual cost for the Shuttle Services shall not exceed $80,000 (Eighty Thousand Dollars) (b) Designate pick-up and drop-off locations, and hours of operation for the Shuttle Services (c) Work in cooperation with the PVPTA on logistics for the Shuttle Services, including pick-up and drop-off locations, scheduling, and hours of operation 6 Indemnification The PVPTA shall indemnify, hold harmless, and defend the City, its officers, and its employees from any and all claims, demands, or liability arising from the PVPTA's provision of Shuttle Services pursuant to this MOU This indemnity obligation will exclude such loss or damage which is determined to be caused by the sole negligence of the City 7 Termination and Default 01203 0006/695436 4 2 RPV- PVPTA MOU 71 Termination This MOU may be terminated upon the express written agreement of the Parties 7 2 Default Each Party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the MOU, to explain the basis for such assertion, and to receive from the other Party a justification of its position on such matters If any Party concludes that another Party has not complied in good faith with the terms of the MOU, then such Party may issue a written notice of non-compliance ("Notice") specifying the grounds therefor and all facts demonstrating such non-compliance The Party receiving a Notice may contest the allegation of non-compliance, or shall proceed to cure the non-compliance within 30 days If the Notice is contested, the Parties shall seek to arrive at a mutually acceptable resolution of the matter(s) occasioning the Notice If the non-compliance is not cured, or the Parties cannot reach a mutually acceptable resolution within 60 days of the Notice, the non-delinquent Party will determine the next course of action, which may include the termination of the MOU Each Party reserves the right to terminate the MOU in the event of any default by the other Party, provided that the Party seeking to terminate the MOU first provides Notice and an opportunity to cure in accordance with this Section, and the Parties fail to reach a mutually acceptable resolution within 60 days of the Notice 8 Notices Any notice which either Party may desire to give to the other Party under this MOU must be in writing and may be given by any commercially acceptable means, to the addresses below CITY City of Rancho Palos Verdes 30940 Hawthorne Blvd Rancho Palos Verdes, CA 90275 Attention Cory Linder, Director of Parks & Recreation PVPTA Palos Verdes Peninsula Transit Authority P 0 Box 2656 P V Peninsula, CA 90274 Attention Martin Gombert, Administrator 9 Interpretation This MOU will be interpreted, construed, and governed according to the laws of the State of California Each Party has had the opportunity to review this MOU with legal counsel The MOU will be construed simply, as a whole, and in accordance with its fair meaning The MOU will not be interpreted strictly for or against either Party 10 Relationship of the Parties The Parties are, and shall at all times remain as to each other, wholly independent entities Neither Party to this MOU shall have 01203 0006/695436 4 3 RPV— PVPTA MOU power to incur any debt, obligation, or liability on behalf of the other Party unless expressly provided by this MOU No employee, agent, or officer of a Party shall be deemed for any purpose whatsoever to be an agent, employee, or officer the other Party 11 Binding Effect This MOU shall be binding upon, and shall be to the benefit of the respective successors, heirs, and assigns of each Party, provided, however, no Party may assign its respective rights or obligations under this MOU without prior written consent of the other Party 12 Third-Party Beneficiaries Nothing contained in this MOU will be construed to create any rights in third parties and the Parties do not intend to create such rights 13 Attorneys' Fees In the event that any Party commences legal action of any kind or character to either enforce the provisions of this MOU or to obtain damages for breach thereof, the prevailing party in such litigation will be entitled to all costs and reasonable attorneys' fees incurred in connection with such action 14 Severability If any provision of this MOU, or any portion thereof, is found by any court of competent jurisdiction to be unenforceable or invalid for any reason, such provision will be severable and will not in any way impair the enforceability of any other provision of this MOU 15 Amendment This MOU may be amended at any time by mutual agreement of the Parties Any amendment must be in writing and signed by both Parties 16 Entire Agreement This MOU constitutes the entire agreement between the Parties relating to the subject of this MOU and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the Parties with respect to the subject matter hereof 17 Waiver Waiver by any Party to this MOU of any term, condition, or covenant of this MOU shall not constitute a waiver of any other term, condition, or covenant Waiver by any Party to any breach of the provisions of this MOU shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this MOU 18 Counterparts This MOU may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument, provided, however, that such counterparts shall have been delivered to all Parties to this MOU [SIGNATURES ON FOLLOWING PAGE] 01203 0006/695436 4 4 RPV- PVPTA MOU IN WITNESS WHEREOF, the undersigned authonzed representatives of the Parties have executed this MOU on the date and year first above wntten CITY OF RANCHO PALOS VERDES,a municipal corporation BYCf .� Enc Alegna, Mayor Attest Bye Emily born,City clerk APPROVED AS TO FORM Ze)d2k4Ann Z4v11‘ By William W Wynder,City Attorney PALOS VERDES PENINSULA TRANSIT AUTHORITY,a joint powers authonty By ti'utrigp77,v Victona-Cozzi Ch rson Attest By �U c. 6)-Ad4L- APPROVED AS TO FORM By Darold Pieper, General Counsel 01203 0006/695436 4 5 RPV-PVPTA MOU